Item 1.01 Entry into a Material Definitive Agreement.
On February 24, 2017, Wabash National Corporation
(the “Company,” “Wabash” or “we”) entered into Amendment No. 3 to Credit Agreement (“Amendment
No. 3”). Amendment No. 3 amends the Credit Agreement, dated as of May 8, 2012 (the “Credit Agreement”), among
the Company, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent,
as amended by Amendment No. 1 to Credit Agreement, dated as of April 25, 2013 (“Amendment No. 1”) and Amendment No.
2 to Credit Agreement, dated as of March 19, 2015 (“Amendment No. 2”). The Credit Agreement, which was described in,
and attached as an exhibit to, our Current Report on Form 8-K filed on May 14, 2012 (the “Original Form 8-K”), initially
provided, among other things, for a senior secured term loan facility of $300 million (the “Initial Loans”). Under
Amendment No. 1, which was described in, and attached as an exhibit to, our Current Report on Form 8-K filed on April 29, 2013
(the “Amendment No. 1 Form 8-K”) and which became effective on May 9, 2013, the lenders agreed to provide to the Company
term loans in an aggregate principal amount of $277,000,000, which were exchanged for and used to refinance the then outstanding
portion of the Initial Loans (the “Tranche B-1 Loans”). Under Amendment No. 2, which was described in, and attached
as an exhibit to, our Current Report on Form 8-K filed on March 23, 2015 (the “Amendment No. 2 Form 8-K”) and which
became effective on March 23, 2015, the lenders agreed to provide to the Company term loans in an aggregate principal amount of
$192,845,000, which were exchanged for and used to refinance the then outstanding portion of the Tranche B-1 Loans (the “Tranche
B-2 Loans”).
As of February 24, 2017, there was approximately
$189,470,000 of the Tranche B-2 Loans outstanding. Under Amendment No. 3, the lenders agreed to provide to the Company term loans
in the same aggregate principal amount of the outstanding Tranche B-2 Loans (the “Tranche B-3 Loans”), which were used
to refinance the outstanding Tranche B-2 Loans. As was the case with the Tranche B-2 Loans, the Tranche B-3 Loans mature on March 19,
2022, and include an accelerated maturity provision that applies in the event the Company’s outstanding 3.375% Convertible
Senior Notes due 2018 (the “Convertible Notes”) are not converted, redeemed, repurchased or refinanced in full on or
before the date that is 91 days prior to the maturity date thereof and the Company is not then maintaining, or does not continue
to maintain until the Convertible Notes are converted, redeemed, repurchased or refinanced in full, Liquidity of at least $125
million. Liquidity is defined in the Credit Agreement and reflects the difference between (i) the sum of (A) unrestricted cash
and cash equivalents and (B) the amount available and permitted to be drawn under the Company’s existing revolving credit
facility and (ii) the amount necessary to fully redeem the Convertible Notes. The Tranche B-3 Loans shall amortize in equal quarterly
installments in aggregate amounts equal to 0.25% of the initial principal amount of the Tranche B-3 Loans, with the balance payable
at maturity, and will bear interest at a rate, at the Company’s election, equal to (i) LIBOR (subject to a floor of 0%) plus
a margin of 2.75% or (ii) a base rate (subject to a floor of 0%) plus a margin of 1.75%.
Amendment No. 3 also provides for a 1% prepayment
premium applicable in the event that the Company enters into a refinancing of, or amendment in respect of, the Tranche B-3 Loans
on or prior to the six month anniversary of the effective date of Amendment No. 3 that, in either case, results in the all-in yield
(including, for purposes of such determination, the applicable interest rate, margin, original issue discount, upfront fees and
interest rate floors, but excluding any customary arrangement, structuring, commitment or underwriting fees) of such refinancing
or amendment being less than the all-in yield (determined on the same basis) on the Tranche B-3 Loans.
Except as amended by Amendment No. 3, the
remaining terms of the Credit Agreement remain in full force and effect.
The foregoing descriptions of the Credit
Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 do not purport to be complete and are qualified in their entirety
by reference to the full text of each of the Credit Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3, which are
attached to the Original Form 8-K as Exhibit 10.3, Amendment No. 1 Form 8-K as Exhibit 10.1, Amendment No. 2 Form 8-K as Exhibit
10.1, and this Current Report as Exhibit 10.1, respectively.